SHARE PLEDGE
AGREEMENT
This Share Pledge Agreement (hereinafter
“this Agreement”) is entered into in Beijing, China on
the day of January 4, 2009 by the following
parties:
Party A Beijing Tibet Health
Consulting Co., Ltd. hereafter referred to as
“Pledgee”
Address:Room 811, Building No.1, 40
Dongzhong Street, Dongcheng District, Beijing
Party B (hereafter referred to as
“Pledgors”)
Wang Shuxiang
ID __
371481195410100096
_
Zheng Yilin
ID _
37148119580922009X
Yang An
ID
120105196212025122_
Kong Ruifen
ID 32021919430405802X
Party C Le Ling Jin Zang Huang
Biotechnology Co., Ltd.
(hereafter referred to as “Le
Ling Jin Zang Huang” or the “Company”
)
Address North of Kaiyuan East Road,
Leling
WHEREAS：
1.
The Party A, the Pledgee, is a
wholly-owned foreign enterprise registered in Beijing, the
People’s Republic of China (hereinafter
“PRC”)
2.
Party C is a company registered in
accordance with the laws and regulations of PRC.
3.
The Pledgors, Wang Shuxiang owns 95%
equity interests of Le Ling Jin Zang Huang ,Zheng Yilin owns 2%
equity interests of the Company, Yang An owns 2% equity
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interests of the Company and Kong Ruifen
owns 1% equity interests of the Company.
4.
Party A, B and C executed a
“Technology Consulting and Service Agreement”
(hereinafter “Exclusive Technology and Business Consulting
Service Agreement” or “Service Agreement”), Call
Option Agreement and Proxy Agreement on _________ ,
2009.
5.
In order to ensure that Pledgors will perform their
obligations under the Service Agreement and the Pledgee can
normally collect the Technology Consulting Service Fees from
the Pledgors, the Pledgors agree to
pledge all their equity interests in Party C as a securities for
the performance of the obligations under Call Option Agreement,
Proxy Agreement and payments of the Technology Consulting Service
Fees under the Technology Consulting Service Agreement. As a result
of the foregoing, Party A, Party B and Party C reach this Share
Pledge Agreement.
NOW THEREFORE, the Pledgee and the
Pledgors through mutual negotiations hereby enter into this
Agreement based upon the following terms:
1.
Definition
Unless otherwise provided in this
Agreement, the following terms shall have the following
meanings:
1.1
“Pledge”: refers to the full
content of Article 2 hereunder.
1.2
“Equity Interest”: refers to all the
equity interest in the Company
legally held by the Pledgors.
1.3
“Principal Agreements”:
refers to Technology Consulting Service Agreement, Call Option
Agreement and the Proxy Agreement.
1.4
“Event of Default”: refers to
any event in accordance with Article 7.1 hereunder.
1.5
“Notice of Default”: refers
to the notice of default issued by the Pledgee in accordance with
this Agreement.
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2.
Pledge
2.1
The Pledgors agree to pledge their equity
interests in the Company to the Pledgee as securities for their
obligations under the Principal Agreement.
2.2
The scope of the Pledge under this
Agreement covers the obligations of the Pledgors under Principal
Agreements and any fees.
2.3
Pledge under this Agreement refers to the
rights owned by the Pledgee, who shall be entitled to a priority in
receiving payment by the evaluation or proceeds from the auction or
sale of the equity interest pledged by the Pledgors to the
Pledgee.
2.4
Without other written consent of the
Pledgee, Pledge shall take effect until the obligations under the
Principal Agreements will have been fulfilled. If Party C or the
Pledgors cannot fulfill all or part of the obligations under the
Principal Agreements at the time the term of those agreements
expires, the Pledgee shall be still entitled to the pledge under
this Agreement, until all the above said obligations has been
fulfilled.
3.
Effectiveness and Term
3.1
The agreement is effective as of the date
first set forth above.
3.2
During the term of the Pledge, the
Pledgee shall be entitled to dispose of the pledged assets in
accordance with this Agreement in the event that Pledgors do not
perform their obligation under the Loan Agreement and Party C fails
to pay exclusive technology consulting service fee in accordance
with the Technology Consulting Service Agreement.
4.
Physical Possession of the
Documents
4.1
During the term of Pledge under this
Agreement, the Pledgors shall deliver the physical possession of
the Name List of Shareholder of Le Ling Jin Zang Huang to the
Pledgee within 5 days as of the date of conclusion of this
Agreement.
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4.2
If any information on the certificate of
pledge has changed, the Pledgors and the Pledgee shall revise the
information on the certificate within 5 days as of the date of this
Agreement.
4.3
The Pledgee shall be entitled to collect
the dividends for the equity interest.
5.
Representation and Warranty of
Pledgors
The Pledgor represents and warrants as
the following, and confirms that the Pledgee signs and performs
this Agreement depending on the following representations and
warranties:
5.1
The Pledgors are the legal owners of the
equity interest pledged.
5.2
The Pledgors do not pledge the equity
interest or the equity interest is not encumbered to any other
person except for the Pledgee.
6.
Promises of Pledgors
6.1
During the effective term of this
Agreement, the Pledgors promise to the Pledgee for its benefit that
the Pledgors shall:
6.1.1
Not transfer or assign the equity
interest, create or permit to create any pledges which may have an
adverse effect on the rights or benefits of the Pledgee without
prior written consent from the Pledgee;
6.1.2
Comply with and implement laws and
regulations with respect to the pledge of rights; present to the
Ple
